Table of Contents

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
 	 	 	
þ	 	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the quarterly period ended March 31, 2011
OR
 	 	 	
o	 	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the transition period from                      to                     
Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)

Ohio	 	34-0778636	
(State or other jurisdiction of	 	(IRS Employer Identification	
incorporation or organization)	 	Number)	
 	 	 	
1293 South Main Street	 	 	
Akron, Ohio	 	44301	
(Address of principal executive offices)	 	(Zip code)	
(330) 253-5592
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such sorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	 	Accelerated filer þ	 	Non-accelerated filer o	 	Smaller reporting company o .	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ .
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 	 	 	
Class	 	Outstanding as of April 22, 2011	
Common Stock, without par value	 	35,327,409 shares	

 

 

Table of Contents

Part I — Financial Information	 	 	 	 	
 	 	 	 	 	
Item 1. Financial Statements	 	 	1	 	
 	 	 	 	 	
Condensed Consolidated Statements of Financial Position	 	 	1	 	
 	 	 	 	 	
Condensed Consolidated Statements of Income	 	 	3	 	
 	 	 	 	 	
Condensed Consolidated Statements of Cash Flows	 	 	4	 	
 	 	 	 	 	
Condensed Consolidated Statement of Shareholders’ Equity	 	 	5	 	
 	 	 	 	 	
Notes to Condensed Consolidated Financial Statements	 	 	6	 	
 	 	 	 	 	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	13	 	
 	 	 	 	 	
Item 3. Quantitative and Qualitative Disclosure About Market Risk	 	 	15	 	
 	 	 	 	 	
Item 4. Controls and Procedures	 	 	16	 	
 	 	 	 	 	
Part II — Other Information	 	 	 	 	
 	 	 	 	 	
Item 1. Legal Proceedings	 	 	16	 	
 	 	 	 	 	
Item 6. Exhibits	 	 	16	 	
 	 	 	 	 	
Signature	 	 	16	 	
 	 	 	 	 	
  Exhibit 21	
  Exhibit 31(a)	
  Exhibit 31(b)	
  Exhibit 32	

Table of Contents
Part I — Financial Information
Item 1. Financial Statements
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position
(Dollars in thousands)
 	 	 	 	 	 	 	 	 	
Assets	 	March 31, 2011	 	 	December 31, 2010	 	
 	 	(Unaudited)	 	 	 	 	 	
Current Assets	 	 	 	 	 	 	 	 	
Cash	 	$	7,053	 	 	$	4,705	 	
Accounts receivable-less allowances of $4,374 and $2,950, respectively	 	 	115,804	 	 	 	98,799	 	
 	 	 	 	 	 	 	 	 	
Inventories	 	 	 	 	 	 	 	 	
Finished and in-process products	 	 	74,236	 	 	 	67,580	 	
Raw materials and supplies	 	 	30,855	 	 	 	28,824	 	
 	 	 	 	 	 	 	
 	 	 	105,091	 	 	 	96,404	 	
 	 	 	 	 	 	 	 	 	
Prepaid expenses	 	 	6,097	 	 	 	8,158	 	
Deferred income taxes	 	 	5,772	 	 	 	5,781	 	
 	 	 	 	 	 	 	
Total Current Assets	 	 	239,817	 	 	 	213,847	 	
 	 	 	 	 	 	 	 	 	
Other Assets	 	 	 	 	 	 	 	 	
Goodwill	 	 	41,046	 	 	 	40,892	 	
Patents and other intangible assets	 	 	18,258	 	 	 	18,667	 	
Other	 	 	6,958	 	 	 	7,174	 	
 	 	 	 	 	 	 	
 	 	 	66,262	 	 	 	66,733	 	
Property, Plant and Equipment, at Cost	 	 	 	 	 	 	 	 	
Land	 	 	4,369	 	 	 	4,369	 	
Buildings and leasehold improvements	 	 	59,805	 	 	 	59,690	 	
Machinery and equipment	 	 	386,432	 	 	 	383,664	 	
 	 	 	 	 	 	 	
 	 	 	450,606	 	 	 	447,723	 	
Less allowances for depreciation and amortization	 	 	(303,866	)	 	 	(295,908	)	
 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	146,740	 	 	 	151,815	 	

 	 	$	452,819	 	 	$	432,395	 	
 	 	 	 	 	 	 	
See notes to unaudited condensed consolidated financial statements.
 
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Table of Contents
Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position
(Dollars in thousands, except share data)
 	 	 	 	 	 	 	 	 	
Liabilities and Shareholders’ Equity	 	March 31, 2011	 	 	December 31, 2010	 	
 	 	(Unaudited)	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	 	 	 	
Accounts payable	 	$	66,578	 	 	$	64,143	 	
Accrued expenses	 	 	 	 	 	 	 	 	
Employee compensation	 	 	15,979	 	 	 	18,294	 	
Income taxes	 	 	10,507	 	 	 	5,891	 	
Taxes, other than income taxes	 	 	2,063	 	 	 	1,970	 	
Accrued interest	 	 	795	 	 	 	195	 	
Other	 	 	15,791	 	 	 	15,533	 	
Current portion of long-term debt	 	 	305	 	 	 	305	 	

Total Current Liabilities	 	 	112,018	 	 	 	106,331	 	
 	 	 	 	 	 	 	 	 	
Long-term debt, less current portion	 	 	90,524	 	 	 	83,530	 	
Other liabilities	 	 	6,784	 	 	 	5,936	 	
Deferred income taxes	 	 	24,932	 	 	 	24,793	 	
 	 	 	 	 	 	 	 	 	
Shareholders’ Equity	 	 	 	 	 	 	 	 	
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding)	 	 	-0-	 	 	 	-0-	 	
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,324,290 and 35,315,732, respectively)	 	 	21,491	 	 	 	21,486	 	
Additional paid-in capital	 	 	282,088	 	 	 	281,376	 	
Accumulated other comprehensive income	 	 	11,974	 	 	 	10,164	 	
Retained deficit	 	 	(96,992	)	 	 	(101,221	)	

 	 	 	218,561	 	 	 	211,805	 	

 	 	$	452,819	 	 	$	432,395	 	
 	 	 	 	 	 	 	
See notes to unaudited condensed consolidated financial statements.
 
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Table of Contents

Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income  (Unaudited)
For the Three Months Ended March 31, 2011 and 2010
(Dollars in thousands, except share data)
 	 	 	 	 	 	 	 	 	
 	 	For The Three Months Ended	 	
 	 	March 31,	 	 	March 31,	 	
 	 	2011	 	 	2010	 	
 	 	 	 	 	 	 	 	 	
Net sales	 	$	193,441	 	 	$	186,422	 	
Cost of sales	 	 	141,416	 	 	 	141,510	 	
 	 	 	 	 	 	 	
Gross profit	 	 	52,025	 	 	 	44,912	 	
 	 	 	 	 	 	 	 	 	
Selling, general and administrative expenses	 	 	39,657	 	 	 	34,431	 	

Operating income	 	 	12,368	 	 	 	10,481	 	
 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	1,237	 	 	 	1,800	 	

Income before income taxes	 	 	11,131	 	 	 	8,681	 	
 	 	 	 	 	 	 	 	 	
Income taxes	 	 	4,412	 	 	 	3,151	 	

Net income	 	$	6,719	 	 	$	5,530	 	

Income per common share:	 	 	 	 	 	 	 	 	
Basic and diluted	 	$	0.19	 	 	$	0.16	 	

Dividends per share	 	$	0.070	 	 	$	0.065	 	
 	 	 	 	 	 	 	
See notes to unaudited condensed consolidated financial statements.
 
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Table of Contents

Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows  (Unaudited)
For the Three Months Ended March 31, 2011 and 2010
(Dollars in thousands)
 	 	 	 	 	 	 	 	 	
 	 	March 31, 2011	 	 	March 31, 2010	 	
 	 	 	 	 	 	 	 	 	
Cash Flows From Operating Activities	 	 	 	 	 	 	 	 	
Net income	 	$	6,719	 	 	$	5,530	 	
Items not affecting use of cash	 	 	 	 	 	 	 	 	
Depreciation	 	 	8,007	 	 	 	7,561	 	
Impairment charges	 	 	252	 	 	 	-0-	 	
Amortization of other intangible assets	 	 	736	 	 	 	752	 	
Non-cash stock compensation	 	 	636	 	 	 	517	 	
Provision for loss on accounts receivable	 	 	1,643	 	 	 	456	 	
Other	 	 	50	 	 	 	-0-	 	
Deferred taxes	 	 	(40	)	 	 	(38	)	
Gain on sale of property, plant and equipment	 	 	-0-	 	 	 	(733	)	
Cash flow provided by (used for) working capital	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(18,350	)	 	 	(17,009	)	
Inventories	 	 	(8,026	)	 	 	(3,318	)	
Prepaid expenses	 	 	2,120	 	 	 	2,539	 	
Accounts payable and accrued expenses	 	 	5,845	 	 	 	(5,757	)	
 	 	 	 	 	 	 	
Net cash used for operating activities	 	 	(408	)	 	 	(9,500	)	

Cash Flows From Investing Activities	 	 	 	 	 	 	 	 	
Proceeds from sale of property, plant and equipment	 	 	-0-	 	 	 	4,918	 	
Additions to property, plant and equipment	 	 	(2,540	)	 	 	(5,228	)	
Other	 	 	857	 	 	 	(14	)	
 	 	 	 	 	 	 	
Net cash used for investing activities	 	 	(1,683	)	 	 	(324	)	

Cash Flows From Financing Activities	 	 	 	 	 	 	 	 	
Net borrowing (repayment) on credit facility	 	 	6,577	 	 	 	15,909	 	
Cash dividends paid	 	 	(2,270	)	 	 	(2,278	)	
Proceeds from issuance of common stock	 	 	31	 	 	 	31	 	
 	 	 	 	 	 	 	
Net cash provided by financing activities	 	 	4,338	 	 	 	13,662	 	

Foreign Exchange Rate Effect on Cash	 	 	101	 	 	 	223	 	

Net increase in cash	 	 	2,348	 	 	 	4,061	 	
Cash at January 1	 	 	4,705	 	 	 	4,728	 	
 	 	 	 	 	 	 	
Cash at March 31	 	$	7,053	 	 	$	8,789	 	
 	 	 	 	 	 	 	
See notes to unaudited condensed consolidated financial statements.
 
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Table of Contents

Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity  (Unaudited)
For the Three Months Ended March 31, 2011
(Dollars in thousands, except per share data)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Accumulative	 	 	 	 	
 	 	 	 	 	 	Additional	 	 	Other	 	 	Retained	 	
 	 	Common	 	 	Paid-In	 	 	Comprehensive	 	 	Income	 	
 	 	Stock	 	 	Capital	 	 	Income	 	 	(Deficit)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2011	 	$	21,486	 	 	$	281,376	 	 	$	10,164	 	 	$	(101,221	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	6,719	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	-0-	 	 	 	-0-	 	 	 	1,810	 	 	 	-0-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock issued	 	 	5	 	 	 	76	 	 	 	-0-	 	 	 	-0-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stock based compensation	 	 	-0-	 	 	 	636	 	 	 	-0-	 	 	 	-0-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends — $.07 per share	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	(2,490	)	

Balance at March 31, 2011	 	$	21,491	 	 	$	282,088	 	 	$	11,974	 	 	$	(96,992	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
See notes to unaudited condensed consolidated financial statements.
 
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Table of Contents
Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Statement of Accounting Policy
The accompanying consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2011, and the results of operations and cash flows for the three months ended March 31, 2011 and 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2011.
Recent Accounting Pronouncements
For the three months ended March 31, 2011, there have been no recent significant accounting pronouncements or changes in accounting pronouncements that have become effective that impact the Company.
Fair Value Measurement
The Company follows guidance included in ASC 820, Fair Value Measurements and Disclosures , for its financial assets and liabilities, as required. The guidance established a common definition for fair value to be applied to U.S. GAAP requiring the use of fair value, established a framework for measuring fair value, and expanded disclosure requirements about such fair value measurements. The guidance did not require any new fair value measurements, but rather applied to all other accounting pronouncements that require or permit fair value measurements. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:

 	 	Level 1:	 	Unadjusted quoted prices in active markets for identical assets or liabilities.	
 	 	 	 	 	
 	 	Level 2:	 	Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.	
 	 	 	 	 	
 	 	Level 3:	 	Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.	
The fair value of the Company’s cash, accounts receivable, accounts payable and accrued expenses are considered to have a fair value which approximates carrying value due to the nature and relative short maturity of these assets and liabilities.
The fair value of debt under the Company’s Credit Agreement approximates carrying value due to the floating interest rates and relative short maturity (less than 90 days) of the revolving borrowings under this agreement. The fair value of the Company’s $35 million fixed rate senior notes was estimated at $37.5 million at March 31, 2011 using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered level 2 inputs.
 
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Table of Contents
Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Discontinued Operations
On February 1, 2007, the Company sold its former Material Handing — Europe business segment. On November 10, 2010, the French Tax Authorities issued a notice of assessment to the buyer, and current owner, of these businesses. The assessment related to business taxes for the years 2006, 2007 and 2008, and totaled 1.5 million euros. As part of the sale agreement, the Company provided indemnification to the current owner for any taxes, interest, penalties and reasonable costs related to these businesses for periods through the date of sale. On January 13, 2011, the Company filed a Notice of Claim to protest the assessment with the French Tax Authorities. The Company and its French legal counsel believe that the basis for the assessment is not valid, and accordingly, will continue to appeal the claim through all available means. Accordingly, no amounts have been recognized in the financial statements related to this matter.
Acquisitions
On July 21, 2010, the Company acquired the assets of Enviro-Fill, Inc., a developer of a new fuel overfill prevention and fuel vapor capture system. The total purchase price was approximately $1.5 million, including contingent liabilities for additional future consideration. The allocation of purchase price includes $0.8 million of amortizable intangible assets and $0.7 million of goodwill. These assets were recorded at fair value as of the date of acquisition using primarily level 2 and 3 inputs. The Enviro-Fill business is included in the Company’s Engineered Products Segment.
Goodwill
The change in goodwill for the three months ended March 31, 2011 was as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Amount in thousands)	 	 	 	 	 	 	 	 	 	Foreign	 	 	 	 	 	 	 	 	
 	 	Balance at	 	 	 	 	 	 	Currency	 	 	 	 	 	 	Balance at	 	
Segment	 	January 1, 2011	 	 	Acquisitions	 	 	Translation	 	 	Impairment	 	 	March 31, 2011	 	
Distribution	 	$	214	 	 	$	-0-	 	 	$	-0-	 	 	$	-0-	 	 	$	214	 	
Engineered Products	 	 	707	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	707	 	
Material Handling - North America	 	 	30,383	 	 	 	-0-	 	 	 	-0-	 	 	 	-0-	 	 	 	30,383	 	
Lawn and Garden	 	 	9,588	 	 	 	-0-	 	 	 	154	 	 	 	-0-	 	 	 	9,742	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	40,892	 	 	$	-0-	 	 	$	154	 	 	$	-0-	 	 	$	41,046	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income Per Common Share
Net income per common share, as shown on the Condensed Consolidated Statements of Income, is determined on the basis of the weighted average number of common shares outstanding during the period as follows:
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2011	 	 	2010	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	 	
Basic	 	 	35,320,589	 	 	 	35,289,725	 	
Dilutive effect of stock options and restricted stock	 	 	130,034	 	 	 	98,392	 	
 	 	 	 	 	 	 	
Weighted average common shares outstanding diluted	 	 	35,450,623	 	 	 	35,388,117	 	

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Table of Contents
Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Options to purchase 1,767,454 and 1,617,670 shares of common stock that were outstanding at March 31, 2011 and 2010, respectively, were not included in the computation of diluted earnings per share as the exercise price of these options was greater than the average market price of common shares, and their effect would be anti-dilutive.
Supplemental Disclosure of Cash Flow Information
The Company made cash payments for interest of $0.5 million and $1.0 million for the three months ended March 31, 2011 and 2010, respectively. Cash payments for income taxes were $0.1 million and $1.7 million for the three months ended March 31, 2011 and 2010, respectively.
Comprehensive Income
A summary of comprehensive income for the three months ended March 31, 2011 and 2010 is as follows:
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
(In thousands)	 	2011	 	 	2010	 	
Net income	 	$	6,719	 	 	$	5,530	 	
Other comprehensive income:	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	1,810	 	 	 	1,841	 	
 	 	 	 	 	 	 	
Comprehensive income	 	$	8,529	 	 	$	7,371	 	
 	 	 	 	 	 	 	
Accumulated Other Comprehensive Income
As of March 31, 2011 and December 31, 2010, the balance in the Company’s accumulated other comprehensive income is comprised of the following:
 	 	 	 	 	 	 	 	 	
 	 	March 31,	 	 	December 31,	 	
(In thousands)	 	2011	 	 	2010	 	
Foreign currency translation adjustments	 	$	14,044	 	 	$	12,234	 	
Pension adjustments	 	 	(2,070	)	 	 	(2,070	)	
 	 	 	 	 	 	 	
Total	 	$	11,974	 	 	$	10,164	 	
 	 	 	 	 	 	 	
Restructuring
During the quarters ended March 31, 2011 and 2010, the Company recorded total expenses of $0.6 and $0.8 million, respectively, for costs associated with restructuring plans including impairment of property, plant and equipment, lease obligations, severance, consulting and other related charges. Impairment charges for property, plant and equipment were based on appraisals or estimated market values of similar assets which are considered level 2 inputs. Estimated lease obligations associated with closed facilities were based on level 2 inputs.
In the quarter ended March 31, 2011, the $0.6 million of restructuring costs included charges of $0.3 million related to the Distribution segment and a $0.3 million expected loss on sale of an idle Lawn and Garden manufacturing facility.
In the quarter ended March 31, 2010, the $0.8 million of restructuring costs were primarily related to rigging and transportation costs in connection with the movement of certain machinery and equipment between facilities. In addition, during the first quarter of 2010 the Company sold its closed Material Handling plant in Shelbyville, Kentucky for $5.1 million and recorded a gain on the sale of $0.7 million.
 
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Table of Contents
Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
The accrued liability balance for severance and other exit costs associated with restructuring is included in Other Accrued expenses on the Condensed Statement of Consolidated Financial Position. Activity related to the Company’s restructuring reserves as of March 31, 2011 is as follows:
 	 	 	 	 	
(Dollars in thousands)	 	 	 	 	
Balance at January 1, 2011	 	$	763	 	
Provision	 	 	-0-	 	
Less: Payments	 	 	(121	)	
 	 	 	 	
Balance at March 31, 2011	 	$	642	 	
 	 	 	 	
As a result of restructuring activity and plant closures, approximately $5.0 million of property, plant, and equipment have been classified as held for sale at March 31, 2011 and December 31, 2010, respectively, and is included in other assets in the Condensed Consolidated Statements of Financial Position.
Stock Compensation
On April 30, 2009, the shareholders of the Company approved the adoption of the 2008 Incentive Stock Plan (the “2008 Plan”). Under the 2008 Plan, the Compensation Committee of the Board of Directors is authorized to issue up to 3,000,000 shares of various types of stock based awards including stock options, restricted stock and stock appreciation rights to key employees and directors. In general, options granted and outstanding vest over three to five years and expire ten years from the date of grant.
Stock compensation expense reduced income before taxes approximately $0.6 million for the three months ended March 31, 2011 and $0.5 million for the three months ended March 31, 2010, respectively. Stock compensation is included in SG&A expense in the accompanying Condensed Consolidated Statements of Income. Total unrecognized compensation costs related to non-vested share based compensation arrangements at March 31, 2011 was approximately $4.3 million which is expected to be recognized over the next three years.
On March 3, 2011, 355,025 stock option shares were granted with a three year vesting period. The fair value of these option shares was estimated using a Trinomial Lattice option pricing model based on assumptions set forth in the following table. The Company uses historical data to estimate employee exercise and departure behavior. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and through the expected term. The dividend yield rate is based on the Company’s historical dividend yield and expected volatility is derived from historical volatility of the Company’s shares and those of similar companies measured against the market as a whole.
 	 	 	 	 	
Model	 	 	 	 	
Risk free interest rate	 	 	3.79	%	
Expected dividend yield	 	 	2.90	%	
Expected life of award (years)	 	 	6.00	 	
Expected volatility	 	 	50.72	%	
Fair value per option share	 	$	3.69	 	
 
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Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
The following table summarizes the stock option activity for the three months ended March 31, 2011:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Average	 	 	Weighted	 	
 	 	 	 	 	 	Exercise	 	 	Average	 	
 	 	Shares	 	 	Price	 	 	Life	 	
Outstanding at January 1, 2011	 	 	1,845,210	 	 	$	11.65	 	 	 	 	 	
Options Granted	 	 	355,025	 	 	 	10.10	 	 	 	 	 	
Options Exercised	 	 	(440	)	 	 	8.00	 	 	 	 	 	
Cancelled or Forfeited	 	 	(115,534	)	 	 	13.01	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Outstanding at March 31, 2011	 	 	2,084,261	 	 	$	11.31	 	 	7.46 years	 	

Exercisable at March 31, 2011	 	 	1,181,312	 	 	$	11.99	 	 	 	 	 	
The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of stock options exercised during the three months ended March 31, 2011 and 2010 was approximately $1 and $8, respectively.
In addition, at March 31, 2011 and December 31, 2010, the Company had outstanding 298,250 and 177,250 shares of restricted stock, respectively, with vesting periods through March 2014. The restricted stock awards are rights to receive shares of common stock subject to forfeiture and other restrictions, which generally vest over a three to four year period.
Income Taxes
As of December 31, 2010, the total amount of gross unrecognized tax benefits was $5.8 million of which $5.5 million would reduce the Company’s effective tax rate. The unrecognized tax benefits include $4.2 million from the tax position taken on the Company’s 2007 U.S. Corporate Income Tax Return relating to the loss on the sale of its European Material Handling business. The amount of accrued interest expense related to uncertain tax positions within the Company’s consolidated financial position at December 31, 2010 was $0.4 million. No material changes have occurred in the liability for unrecognized tax benefits during the three months ended March 31, 2011.
The Company recognizes accrued amounts of interest and penalties related to its uncertain tax positions as part of its income tax expense within its condensed consolidated statements of income.
As of March 31, 2011, the Company and its significant subsidiaries are subject to examination for the years after 2004 in Brazil, after 2005 in Canada, and after 2006 in the United States. The Company and its subsidiaries are subject to examination in certain states within the United States starting after 2005 and in the remaining states after 2006 and 2007.
In the current year, the only significant potential change to the Company’s unrecognized tax benefits is related to expiration of the U.S. federal statute of limitations for the Company’s 2007 tax return. In connection with this event, $4.2 million of tax benefits related to the Company’s 2007 sale of its European Material Handling business may be recognized in the quarter ending September 30, 2011.
Retirement Plans
The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. In 2009, the Company merged its two frozen defined benefit pension plans into a single plan which provides benefits primarily based upon a fixed amount for each year of service as defined. The net periodic pension cost for the three months ended March 31, 2011 and 2010, respectively, was as follows:
 
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Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2011	 	 	2010	 	
Service cost	 	$	18	 	 	$	9	 	
Interest cost	 	 	76	 	 	 	80	 	
Expected return on assets	 	 	(77	)	 	 	(74	)	
Amortization of actuarial net loss	 	 	16	 	 	 	15	 	
 	 	 	 	 	 	 	
Net periodic pension cost	 	$	33	 	 	$	30	 	
 	 	 	 	 	 	 	
As of March 31, 2011, the Company had not made a contribution to the pension plan but anticipates contributions totaling $268 in 2011.
Contingencies
The Company is a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.
A number of parties, including the Company and its subsidiary, Buckhorn Inc., were identified in a planning document adopted in October 2008 by the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury, including amounts contained in mining wastes, in and around the Guadalupe River Watershed (Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor in interest to an entity that performed mining operations in a portion of the Watershed area. The Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may result from the adoption of this planning document. The extent of the mining wastes that may be the subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet advanced to the stage where a reasonable estimate of remediation cost, if any, is available. Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time to estimate the amount of any obligation the Company may incur for these cleanup efforts within the Watershed region, or whether such cost would be material to the Company’s financial statements.
In October 2009, an employee was fatally wounded while performing maintenance at the Company’s manufacturing facility in Springfield, Missouri. On February 22, 2011, the family of the deceased filed a civil complaint against the manufacturer of the press involved in the incident and the Buckhorn Inc. employee involved in the incident. Buckhorn Inc. has not been named as a party to this lawsuit. At this time the Company is not able to determine whether this proceeding or the incident will result in legal exposure to the Company, of if any such liability that results would be material to the Company’s financial statements. The Company believes that it has adequate insurance to resolve any claims resulting from this incident.
Segment Information
Using the criteria of ASC 280 Industry Segments, the Company has four operating segments: Lawn and Garden, Material Handling, Distribution and Engineered Products. Each of these operating segments is also a reportable segment under the ASC 280 criteria. None of the reportable segments include operating segments that have been aggregated. Some of these segments contain individual business components that have been aggregated on the basis of common management, customers, products, production processes and other economic characteristics.
Income before income taxes for each business segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing business segment operating income, general corporate overhead expenses and interest expenses are not included.
 
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Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	March 31,	 	
Net Sales	 	2011	 	 	2010	 	
Lawn and Garden	 	$	65,088	 	 	$	69,505	 	
Material Handling	 	 	65,730	 	 	 	60,211	 	
Distribution	 	 	41,634	 	 	 	38,732	 	
Engineered Products	 	 	27,925	 	 	 	24,409	 	
Intra-segment elimination	 	 	(6,936	)	 	 	(6,435	)	
 	 	 	 	 	 	 	
Sales from continuing operations	 	$	193,441	 	 	$	186,422	 	

 	 	Three Months Ended	 	
 	 	March 31,	 	
Income Before Income Taxes	 	2011	 	 	2010	 	
Lawn and Garden	 	$	3,878	 	 	$	4,757	 	
Material Handling	 	 	10,261	 	 	 	5,410	 	
Distribution	 	 	3,072	 	 	 	2,902	 	
Engineered Products	 	 	2,789	 	 	 	2,553	 	
Corporate	 	 	(7,632	)	 	 	(5,141	)	
Interest expense-net	 	 	(1,237	)	 	 	(1,800	)	
 	 	 	 	 	 	 	
Income from continuing operations before income taxes	 	$	11,131	 	 	$	8,681	 	

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Part I — Financial Information

Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
Results of Operations
Comparison of the First Quarter of 2011 to the First Quarter of 2010
Net Sales:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment	 	2011	 	 	2010	 	 	Change	 	 	% Change	 	
Lawn and Garden	 	$	65.1	 	 	$	69.5	 	 	$	(4.4	)	 	 	(6	%)	
Material Handling	 	$	65.7	 	 	$	60.2	 	 	$	5.5	 	 	 	9	%	
Distribution	 	$	41.6	 	 	$	38.7	 	 	$	2.9	 	 	 	7	%	
Engineered Products	 	$	27.9	 	 	$	24.4	 	 	$	3.5	 	 	 	14	%	
Intra-segment elimination	 	$	(6.9	)	 	$	(6.4	)	 	$	(0.5	)	 	 	(8	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
TOTAL	 	$	193.4	 	 	$	186.4	 	 	$	7.0	 	 	 	4	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales in the first quarter of 2011 were $193.4 million, an increase of $7.0 million or 4% compared to the prior year, reflecting higher selling prices, increased volumes in most of the Company’s markets and an increase of $1.8 million from the effect of foreign currency translation.
Net sales in the Lawn and Garden Segment in the first quarter of 2011 were down $4.4 million or 6% compared to the first quarter of 2010. The decreased sales primarily reflect lower unit volume of $7.6 million compared to the first quarter of 2010, as growers took a more conservative approach to production this spring. The lower sales volume was partially offset by an increase from selling prices of $2.3 million in the quarter ended March 31, 2011. In addition, sales in the quarter ended March 31, 2011 increased $1.4 million from foreign currency translation reflecting the impact of exchange rates for the Canadian dollar.
Net sales in the Material Handling Segment increased $5.5 million or 9% in the first quarter of 2011 compared to the same quarter in 2010. The higher sales include $1.7 million from increased volumes and $3.6 million due to higher selling prices. The Material Handling Segment experienced strong sales growth from reusable bulk containers in agriculture, automotive and manufacturing applications which more than offset a significant reduction in custom pallet sales.
Net sales in the Distribution Segment increased $2.9 million or 7% in the first quarter of 2011 compared to the first quarter of 2010. The sales increase reflected contributions of $2.2 million from higher volume and $0.7 million from selling prices. The Distribution Segment has experienced continued improvement in market growth during 2011 and increased sales of supplies from stronger replacement tire sales and vehicle service demand.
In the Engineered Products Segment, net sales in the first quarter of 2011 increased $3.5 million, or 14% compared to the prior year. The higher sales were primarily due to stronger demand in recreational vehicle, marine and automotive markets which increased sales volume approximately $3.3 million.
Cost of Sales & Gross Profit:
 	 	 	 	 	 	 	 	 	
Cost of Sales and Gross Profit	 	2011	 	 	2010	 	
Cost of sales	 	$	141.4	 	 	$	141.5	 	
Gross profit	 	$	52.0	 	 	$	44.9	 	
Gross profit as a percentage of sales	 	 	26.9	%	 	 	24.1	%	
Gross profit margin increased to 26.9% for the quarter ended March 31, 2011 compared with the prior year, despite higher raw material costs affecting the Lawn & Garden, Material Handling and Engineered Products Segments. Prices for plastic resins were, on average, approximately 16% higher for polypropylene and 9% higher for high density polyethylene in the first quarter of 2011 compared to the first quarter of 2010. Increased selling prices helped mitigate the impact of higher raw material costs. More favorable sales mix combined with productivity improvements resulted in higher gross profit margins.
 
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Selling, General and Administrative (“SG&A”) Expenses from Continuing Operations:
 	 	 	 	 	 	 	 	 	 	 	 	 	
SG&A Expenses	 	2011	 	 	2010	 	 	Change	 	
SG&A expenses	 	$	39.7	 	 	$	34.4	 	 	$	5.3	 	
SG&A expenses as a percentage of sales	 	 	20.5	%	 	 	18.5	%	 	 	2.0	%	
Selling, general and administrative expenses for the quarter ended March 31, 2011 were $39.7 million, an increase of $5.3 million or 15% compared to the same period in the prior year. The increase was primarily due to increased freight charges of $1.9 million, an increased provision for bad debts of $1.2 million and other variable selling costs related to higher sales. In addition, SG&A expenses includes an impairment charge of $0.3 million in the first quarter of 2011 related to the pending sale of a closed manufacturing facility compared to a gain of $0.7 million from the sale of a plant in the first quarter of 2010 for a net increase of $1 million. SG&A expense in the first quarter of 2011 includes restructuring and other unusual charges of $0.3 million compared with similar charges of $0.9 million in the first quarter of 2010.
Interest Expense from Continuing Operations:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Interest Expense	 	2011	 	 	2010	 	 	Change	 	 	% Change	 	
Net interest expense	 	$	1.2	 	 	$	1.8	 	 	$	(0.6	)	 	 	(33	%)	
Outstanding borrowings	 	$	90.8	 	 	$	120.0	 	 	$	(29.2	)	 	 	(24	%)	
Average borrowing rate	 	 	4.98	%	 	 	6.12	%	 	 	(1.14	%)	 	 	(19	%)	
Net interest expense was $1.2 million for the quarter ended March 31, 2011, a decrease of 33% compared to $1.8 million in the prior year. The reduction in 2011 interest expense was the result of lower borrowing levels and average interest rates.
Income Before Taxes :
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment	 	2011	 	 	2010	 	 	Change	 	 	% Change	 	
Lawn and Garden	 	$	3.9	 	 	$	4.8	 	 	$	(0.9	)	 	 	(19	%)	
Material Handling	 	$	10.3	 	 	$	5.4	 	 	$	4.9	 	 	 	91	%	
Distribution	 	$	3.1	 	 	$	2.9	 	 	$	0.2	 	 	 	7	%	
Engineered Products	 	$	2.8	 	 	$	2.5	 	 	$	0.3	 	 	 	12	%	
Corporate and interest	 	$	(9.0	)	 	$	(6.9	)	 	$	(2.1	)	 	 	(30	%)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
TOTAL	 	$	11.1	 	 	$	8.7	 	 	$	2.4	 	 	 	28	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before taxes for the quarter ended March 31, 2011, was $11.1 million compared to $8.7 million in the prior year. The increase was primarily due to higher sales and increased gross profit margins in the quarter ended March 31, 2011 compared with the prior year.
Income Taxes:
 	 	 	 	 	 	 	 	 	
Consolidated Income Taxes	 	2011	 	 	2010	 	
Income before taxes	 	$	11.1	 	 	$	8.7	 	
Income taxes	 	$	4.4	 	 	$	3.2	 	
Effective tax rate	 	 	39.6	%	 	 	36.3	%	
The effective tax rate for the first quarter of 2011 was 39.6% compared to 36.3% in the prior year. The higher effective tax rate in 2011 is primarily attributable to changes in the mix of domestic and foreign composition of income and related foreign tax rate differences.
 
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Liquidity and Capital Resources
Cash used in operating activities from continuing operations was $0.4 million for the three months ended March 31, 2011 compared to $9.5 million for the three months ended March 31, 2010. The decrease of $9.1 million in cash used for operations was primarily attributable to a reduction of $5.1 million in the amount of cash used for working capital in the three months ended March 31, 2011 compared with the prior year. In addition, for the three months ended March 31, 2011 there was an increase of $4.0 million in cash generated from income, depreciation and other non-cash charges, compared to the prior year.
In the three months ended March 31, 2011, higher sales resulted in increased accounts receivable and the use of $18.4 million of working capital compared with a use of $17.0 million in the prior year. In addition, increasing sales volume and higher raw material costs resulted in an increase of inventories which used approximately $8.0 million of cash in the quarter ended March 31, 2011 compared to a use of $3.3 million for the same period in 2010. The cash used to fund increased accounts receivable and inventories in the quarter ended March 31, 2011 was partially offset by $5.8 million of cash provided from an increase in accounts payable and accrued expenses in the period.
Capital expenditures were approximately $2.5 million for the three months ended March 31, 2011 and for the full year are expected to be at the high end of a $20 to $25 million forecasted range. In addition, the Company used cash to pay dividends of $2.3 million in the three months ended March 31, 2011.
Total debt at March 31, 2011 was approximately $90.8 million compared with $83.8 million at December 31, 2010. The Company’s Credit Agreement provides available borrowing up to $180 million and, as of March 31, 2011, there was $54.6 million outstanding and approximately $125.4 million available under this agreement. As of March 31, 2011 the Company was in compliance with all its debt covenants. The most restrictive financial covenants for all of the Company’s debt are an interest coverage ratio and a leverage ratio, defined as earnings before interest, taxes, depreciation, and amortization, as adjusted, compared to total debt. The ratios as of and for the period ended March 31, 2011 are shown in the following table:
 	 	 	 	 	 	 	
 	 	Required Level	 	Actual Level	 	
Interest Coverage Ratio	 	2.25 to 1 (minimum)	 	 	4.94	 	
Leverage Ratio	 	3.25 to 1 (maximum)	 	 	1.46	 	
The Company believes that cash flows from operations and available borrowing under its Credit Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, and debt service into the foreseeable future.

Item 3.	 	Quantitative and Qualitative Disclosure About Market Risk	
The Company has certain financing arrangements that require interest payments based on floating interest rates. The Company’s financial results are subject to changes in the market rate of interest. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates. Accordingly, based on current debt levels at March 31, 2011, if market interest rates increase one percent, the Company’s interest expense would increase approximately $0.5 million annually.
Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada with foreign currency exposure, primarily due to sales made from businesses in Canada to customers in the United States. These sales are denominated in US dollars. In addition, the Company’s subsidiary in Brazil has loans denominated in U.S. dollars. In the fourth quarter of 2007, the Company began a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada and Brazil that are denominated in U.S. dollars. The net exposure generally ranges from $5 to $10 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under FASB ASC 815 Derivatives and Hedging, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the income statement. The Company’s foreign currency arrangements are generally three months or less and, as of March 31, 2011, the Company had no foreign currency arrangements or contracts in place.
The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. The cost of operations can be affected as the market for these commodities changes. The Company currently has no derivative contracts to hedge this risk; however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.
 
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Item 4.	 	Controls and Procedures	
The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-a5(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Part II — Other Information

Item 1.	 	Legal Proceedings	
A number of parties, including the Company and its subsidiary, Buckhorn Inc. (“Buckhorn”), were identified in a planning document adopted in October 2008 by the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury, including amounts contained in mining wastes, in and around the Guadalupe River Watershed (Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor in interest to an entity that performed mining operations in a portion of the Watershed area. The Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may result from the adoption of this planning document. The extent of the mining wastes that may be the subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet advanced to the stage where a reasonable estimate of remediation cost, if any, is available. Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time to estimate the amount of any obligation the Company may incur for these cleanup efforts within the Watershed region, or whether such cost would be material to the Company’s financial statements.

Item 6.	 	Exhibits	
(a) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 	 	 	 	 	
 	MYERS INDUSTRIES, INC.
 	 	
Date: April 29, 2011 	By:  	/s/ Donald A. Merril  	 	
 	 	Donald A. Merril 	 	
 	 	Senior Vice President, Chief Financial
Officer and Corporate Secretary (Duly Authorized
Officer and Principal Financial and
Accounting Officer) 	 	
 
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EXHIBIT INDEX
 	 	 	
3(a)	 	Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.	
3(b)	 	Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.1 to Form 10-K filed with the Commission on March 12, 2010.	
10(a)	 	Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.	
10(b)	 	Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10.1 to Form 10-Q filed with the Commission on May 1, 2009.*	
10(c)	 	Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March19, 2004.	
10(d)	 	Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on August 9, 2006.*	
10(e)	 	2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 4.3 to Form S-8 filed with the Commission on March 17, 2009.*	
10(f)	 	Amendment No. 1 to the 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on August 3, 2010.*	
10(g)	 	Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*	
10(h)	 	Amended and Restated Employment Agreement between Myers Industries, Inc. and John C. Orr effective June 1, 2008. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on June 24, 2008.*	
10(i)	 	First Amendment to Amended and Restated Employment Agreement between Myers Industries, Inc. and John C. Orr entered into as of April 21, 2009. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on April 22, 2009*	
10(j)	 	Second Amendment to Amended and Restated Employment Agreement between Myers Industries, Inc. and John C. Orr entered into as of March 8, 2010. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on March 9, 2010.*	
10(k)	 	Severance Agreement between Myers Industries, Inc. and John C. Orr effective June 1, 2011. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on March 7, 2011.*	
10(l)	 	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*	
10(m)	 	Third Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (John C. Orr) effective June 1, 2008. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on June 24, 2008.*	
10(n)	 	Employment Agreement between Myers Industries, Inc. and David B. Knowles dated June 19, 2009. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on June 22, 2009.*	
10(o)	 	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and David B. Knowles dated June 19, 2009. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on June 22, 2009.*	
10(p)	 	Amendment to Myers Industries, Inc. Executive Supplemental Retirement Plan (David B. Knowles) effective June 19, 2009. Reference is made to Exhibit 10.3 to Form 8-K filed with the Commission on June 22, 2009.*	
10(q)	 	Employment Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006. Reference is made to Exhibit 10(k) to Form 10-K filed with the Commission on March 16, 2006.*	
10(r)	 	Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Donald A. Merril) dated January 24, 2006. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 16, 2006.*	
10(s)	 	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 16, 2006.*	
10(t)	 	Third Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, National Association, as Agent, dated as of November 19, 2010. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on November 23, 2010.	
10(u)	 	Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.	
14(a)	 	Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005.	
14(b)	 	Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K filed with the Commission on March 16, 2005.	
21	 	List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc.	
31(a)	 	Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
31(b)	 	Certification of Donald A. Merril, Senior Vice President, Chief Financial Officer and Corporate Secretary of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
32	 	Certifications of John C. Orr, President and Chief Executive Officer, and Donald A. Merril, Senior Vice President, Chief Financial Officer and Corporate Secretary, of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	

 	 	 	
*	 	Indicates executive compensation plan or arrangement.	
 		
**	 	Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted exhibit or schedule.	

EXHIBIT 21
Direct and Indirect Subsidiaries, and Operating Divisions,
of Myers Industries, Inc.
As of March 31, 2011
North and Central American Operations
 	 	 	 	 	 	 	
Ameri-Kart Corp.	 	Kansas	
 	 	– WEK South Corp	 	North Carolina	
 	 	 	 	 	 	 	
Ameri-Kart (MI) Corp.	 	Michigan	
 	 	 	 	 	 	 	
Buckhorn Inc.	 	Ohio	
 	 	– BRP Hannibal Inc.	 	Missouri	
 	 	 	 	 	 	 	
Grower Express Trucking, Inc.	 	Ohio	
 	 	 	 	 	 	 	
JMKO Corp.	 	Missouri	
 	 	– AC Buckhorn LLC (50%)	 	Missouri	
 	 	 	 	 	 	 	
Lone Star Plastics, Inc.	 	Nevada	
 	 	– Amerikan LLC	 	Florida	
 	 	– Kord USA, Inc.	 	South Carolina	
 	 	– Texan Polymer Group, Inc.	 	Texas	
 	 	– WhiteRidge Plastics, LLC	 	North Carolina	
 	 	 	 	 	 	 	
MYE Automotive, Inc.	 	Delaware	
 	 	– MRP, Inc.	 	Michigan	
 	 	– WEK Industries, Inc.	 	Delaware	
 	 	 	 	 	 	 	
MYE Canada Operations Inc.	 	Canada	
 	 	 	 	 	 	 	
MYEcap Financial Corp.	 	Ohio	
 	 	 	 	 	 	 	
MYELux, LLC	 	Ohio	
 	 	 	 	 	 	 	
Myers do Brasil Embalagens Plasticas Ltda.	 	Brazil	
 	 	 	 	 	 	 	
Myers Tire Supply International, Inc.	 	Ohio	
 	 	– Myers de El Salvador S.A. De C.V. (75%)	 	El Salvador	
 	 	 	 	– Orientadores Comerciales S.A.	 	Guatemala	
 	 	 	 	– Myers de Panama S.A.	 	Panama	
 	 	 	 	– Myers TSCA, S.A.	 	Panama	
 	 	 	 	 	 	 	
Myers de El Salvador S.A. De C.V. (25%)	 	El Salvador	
 	 	 	 	 	 	 	
Myers Missouri, Inc.	 	Missouri	
 	 	– AC Buckhorn LLC (50%)	 	Missouri	
 	 	 	 	 	 	 	
Myers Tire Supply Distribution, Inc.	 	Ohio	
 	 	 	 	 	 	 	
Myers Tire Supply.com, Inc.	 	Ohio	
 	 	 	 	 	 	 	
Patch Rubber Company	 	North Carolina	
 	 	– Kwik Patch Private Ltd. (39.98%)	 	India	
 	 	 	 	 	 	 	
Productivity California, Inc.	 	California	

 

EXHIBIT 21 continued
Direct and Indirect Subsidiaries, and Operating Divisions,
of Myers Industries, Inc.
As of March 31, 2011
Reported Operating Divisions of Myers Industries, Inc. and Subsidiaries
 	 	 	 	 	 	 	
Akro-Mils (of Myers Industries, Inc.)	 	Akron, Ohio	
 	 	 	 	 	 	 	
Dillen Products (of Myers Industries, Inc.)	 	Middlefield, Ohio	
 	 	 	 	 	 	 	
Myers Tire Supply (of Myers Industries, Inc.)	 	Akron, Ohio	
 	 	 	 	 	 	 	
Buckhorn Canada (of MYE Canada Operations Inc.)	 	Ontario, Canada	
 	 	 	 	 	 	 	
Myers Tire Supply of Canada (of MYE Canada Operations Inc.)	 	Ontario, Canada	
 	 	 	 	 	 	 	
Listo Products (of MYE Canada Operations Inc.)	 	Yukon Territory	
 	 	 	 	 	 	 	
ITML Horticultural Products (of MYE Canada Operations Inc.)	 	Ontario, Canada	

Exhibit 31 (a)
Certification Per Section 302 of the Sarbanes-Oxley Act of 2002
I, John C. Orr, certify that:
1. I have reviewed the quarterly report on Form 10-Q of Myers Industries, Inc. for the period ended March 31, 2011 which this certification accompanies;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 	 	 	 	 	
Date: April 29, 2011 	/s/ John C. Orr  	 	
 	John C. Orr, President and 	 	
 	Chief Executive Officer 	 	

   

Exhibit 31 (b)
Certification Per Section 302 of the Sarbanes-Oxley Act of 2002
I, Donald A. Merril, certify that:
1. I have reviewed the quarterly report on Form 10-Q of Myers Industries, Inc. for the period ended March 31, 2011 which this certification accompanies;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 	 	 	 	 	
Date: April 29, 2011 	/s/ Donald A. Merril  	 	
 	Donald A. Merril, Senior Vice President,  	 	
 	Chief Financial Officer and Corporate Secretary 	 	

Exhibit 32
 CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John C. Orr, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2011 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 	 	 	 	 	
 	/s/ John C. Orr  	 	
 	John C. Orr, President and 	 	
 	Chief Executive Officer

Dated: April 29, 2011 	 	
Exhibit 32
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donald A. Merril, Senior Vice President, Chief Financial Officer and Corporate Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2011 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 	 	 	 	 	
 	/s/ Donald A. Merril  	 	
 	Donald A. Merril, Senior Vice President,  	 	
 	Chief Financial Officer and Corporate Secretary

Dated: April 29, 2011 	 	
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.